Common use of Downgrade of Party A Clause in Contracts

Downgrade of Party A. (i) In the event (any such event, a "COLLATERALIZATION EVENT") that the long-term senior unsecured debt rating and the short-term obligations ratings of Party A's guarantor (or, if there is no guarantor, Party A) is reduced below A and A-1 by S&P, or A1 and P-1 by Moody's, respectively, to the extent such obligations are rated by S&P and Moody's (such ratings thresholds, the "APPROVED RATINGS THRESHOLDS "), then within 30 days after such rating downgrade, Party A, at its own expense and subject to the Rating Agency Condition, shall either (i) cause another entity to replace Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, or (ii) deliver collateral in the form of cash or U.S. treasury obligations equal to the amount required pursuant to the then-current published criteria of the applicable Rating Agency (or, if there is no such criteria, an amount equal to Party B's "Exposure" (as such term is defined in the CSA) of the Transaction) pursuant to the form of the 1994 ISDA Credit Support Annex (New York law) (the "CSA") the terms of which are hereby incorporated by reference herein, or (iii) obtain a guaranty in a form reasonably acceptable to S&P and Moody's, as applicable, of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor Party A's obligation under this Agreement, or (iv) take such other action as Party A may agree in writing with S&P and Moody's,. For purposes of this provision, "Rating Agency Condition" means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates.

Downgrade of Party A. If a Ratings Event (ias defined below) In the event (any such event, a "COLLATERALIZATION EVENT") that the long-term senior unsecured debt rating shall occur and the short-term obligations ratings of Party A's guarantor (or, if there is no guarantor, Party A) is reduced below A and A-1 by S&P, or A1 and P-1 by Moody's, respectively, be continuing with respect to the extent such obligations are rated by S&P and Moody's (such ratings thresholds, the "APPROVED RATINGS THRESHOLDS "), then within 30 days after such rating downgrade, Party A, at its own expense then Party A shall (A) within 5 Business Days of such Ratings Event, give notice to Party B of the occurrence of such Ratings Event, and subject to (B) within 30 Calendar Days after the Rating Agency Conditionoccurrence of a Ratings Event, shall either (i) cause use reasonable efforts to transfer (at its own cost) Party A's rights and obligations hereunder to another entity party, subject to replace Party A satisfaction of the Rating Agency Condition (as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreementdefined below), or (ii) deliver collateral post Eligible Collateral in accordance with the form of cash or U.S. treasury obligations equal to the amount required pursuant to the then-current published criteria of the applicable Rating Agency (or, if there is no such criteria, an amount equal to Party B's "Exposure" (as such term is defined in the CSA) of the Transaction) pursuant to the form of the 1994 ISDA Credit Support Annex (New York law) (the "CSA") the terms of which are hereby incorporated by reference herein, attached hereto and made a part hereof or (iii) obtain a guaranty in a form reasonably acceptable to S&P and Moody's, as applicable, of, or a contingent agreement of, another person with which satisfies the Approved Rating Thresholds to honor Agency Condition. Party A's obligation obligations to find a transferee, to post Eligible Collateral under this Agreementsuch Credit Support Annex or obtain a guarantor shall remain in effect only for so long as a Ratings Event is continuing with respect to Party A. For the purpose hereof, a "Ratings Event" shall occur in that event that (1) Party A's short-term unsecured and unsubordinated debt rating is reduced below "A-1" by Standard & Poor's Ratings Service ("S&P") (or if its short-term rating is not available by S&P, in the event that its long-term unsecured and unsubordinated debt rating is reduced below "A+" by S&P) or (iv2) take such other action as its short-term unsecured and unsubordinated debt rating is reduced below "F1" by Fitch, Inc. ("Fitch") (or, if its short-term rating is not available by Fitch, its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A" by Fitch or (iii) if Party A may agree fails to satisfy the Xxxxx'x Downgrade provisions set forth in writing Section 9(ii) hereof. If a Ratings Withdrawal (as defined below) shall occur and be continuing with S&P respect to Party A, then Party A shall within 2 Business Days of such Ratings Withdrawal, (A) give notice to Party B of the occurrence of such Ratings Withdrawal, and Moody's,. For purposes (B) (i) transfer (at its own cost) Party A's rights and obligations hereunder to another party, subject to satisfaction of this provisionthe Rating Agency Condition or (ii) obtain a guaranty of its obligations hereunder from another party, "subject to the satisfaction of the Rating Agency Condition" means, and such guaranty shall remain in effect only for so long as a Ratings Withdrawal is continuing with respect to any particular proposed act Party A. For the purpose hereof, a "Ratings Withdrawal" shall occur with respect to Party A if the long-term and short-term senior unsecured deposit ratings of Party A are withdrawn by S&P or omission cease to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates be at least BBB- and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates.A-3 by S&P.

Downgrade of Party A. If a Ratings Event (ias defined below) In shall occur and be continuing with respect to Party A, then Party A shall, within 5 Local Business Days of such Ratings Event, (A) give notice to Party B of the event occurrence of such Ratings Event, and (any B) at Party A's option and sole expense, (x) transfer Party A's rights and obligations under this Agreement and all Confirmations related hereto to another party (such eventparty whose long term debt is being rated at least "A1" (and not on watch for possible downgrade) by Moody's (as defined below) or rated at least "A+" by Fitch (as defined below)), subject to Rating Agency confirmation, and at the cost of Party A, or (y) post Eligible Collateral on a mark-to-market basis to secure Party B's exposure, if any, to Party X, and such Eligible Collateral shall be provided in accordance with an ISDA Credit Support Annex to be entered into between Party A and Party B in the form attached hereto as Exhibit A, which will be attached hereto and made a part hereof within 10 Local Business Days of Party A's election to post Eligible Collateral. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to Rating Agency confirmation. Party A's obligations to find an eligible transferee or to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect to Party A. For the purpose of this Part 1(k), a "COLLATERALIZATION EVENT") that Ratings Event" shall occur with respect to Party A if the long-term senior unsecured debt rating and the short-term obligations deposit ratings of Party AA cease to be at least "A3" by Moody's guarantor (orInvestors Service, if there is no guarantor, Party A) is reduced below A and A-1 by S&PInc., or A1 and P-1 any successxx xxxxxxo ("Mxxxx'x") or at least "A-" by Moody'sFitch, respectivelyInc., or any successor thereto ("Fitch"), to the extent such obligations are rated by S&P and Moody's (such ratings thresholds, the "APPROVED RATINGS THRESHOLDS "), then within 30 days after such rating downgrade, Party A, at its own expense and subject to the Rating Agency Condition, shall either (i) cause another entity to replace 's. The failure by Party A as party to this Agreement that meets either post Eligible Collateral or exceeds the Approved Rating Thresholds on terms substantially similar transfer its rights and obligations to this Agreement, or (ii) deliver collateral an eligible transferee in the form of cash or U.S. treasury obligations equal to the amount required pursuant to the then-current published criteria of the applicable Rating Agency (or, if there is no such criteria, accordance herewith shall constitute an amount equal to Party B's "Exposure" (as such term is defined in the CSA) of the Transaction) pursuant to the form of the 1994 ISDA Credit Support Annex (New York law) (the "CSA") the terms of Additional Termination Event for which are hereby incorporated by reference herein, or (iii) obtain a guaranty in a form reasonably acceptable to S&P and Moody's, as applicable, of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor Party A's obligation under this Agreement, or (iv) take such other action as Party A may agree in writing with S&P and Moody's,. For purposes of this provision, "Rating Agency Condition" means, with respect to any particular proposed act or omission to act hereunder that shall be the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificatessole Affected Party.

Downgrade of Party A. If a Ratings Event (ias defined below) In shall occur and be continuing with respect to Party A, then Party A shall, within 5 Local Business Days of such Ratings Event, (A) give notice to Party B of the event occurrence of such Ratings Event, and (any B) use reasonable efforts to transfer Party A's rights and obligations under the Agreement and all Confirmations to another party, subject to satisfaction of the Rating Agency Condition (as defined below), and at the cost of Party A. If such eventa transfer by Party A has not occurred within 20 Local Business Days after the occurrence of a Ratings Event, Party B shall demand that Party A deliver Eligible Collateral on a xxxx-to-market basis, to secure Party B's exposure, if any, to Party A, and such Eligible Collateral shall be delivered in accordance with a Credit Support Annex to be attached hereto and made a part hereof within 10 Local Business Days of Party B's demand therefor. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Condition. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations to an acceptable third party; provided, however, that Party A's obligations to find a transferee and to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect to Party A. For the purpose of this Part 1(k), a "COLLATERALIZATION EVENT") that Ratings Event" shall occur with respect to Party A if the long-term senior unsecured debt rating and the short-term obligations senior unsecured deposit ratings of Party A's guarantor (or, if there is no guarantor, Party A) is reduced below A cease to be at least A+ and A-1 by Standard & Poor's Ratings Service or any successor thereto ("S&P"), or at least A1 and P-1 by Xxxxx'x Investors Service, Inc. or any successor thereto ("Moody's"), respectivelyor at least A+ and F1 by Fitch Ratings, Inc. or any successor thereto ("Fitch"), to the extent such obligations are rated by S&P and S&P, Moody's (such ratings thresholds, the "APPROVED RATINGS THRESHOLDS "), then within 30 days after such rating downgrade, Party A, at its own expense and subject to the Rating Agency Condition, shall either (i) cause another entity to replace Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, or (ii) deliver collateral in the form of cash or U.S. treasury obligations equal to the amount required pursuant to the then-current published criteria of the applicable Rating Agency (or, if there is no such criteria, an amount equal to Party B's "Exposure" (as such term is defined in the CSA) of the Transaction) pursuant to the form of the 1994 ISDA Credit Support Annex (New York law) (the "CSA") the terms of which are hereby incorporated by reference herein, or (iii) obtain a guaranty in a form reasonably acceptable to S&P and Moody's, as applicable, of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor Party A's obligation under this Agreement, or (iv) take such other action as Party A may agree in writing with S&P and Moody's,Xxxxx. For purposes of this provision, "Rating Agency Condition" means, has the meaning specified in the Indenture defined in Part 1(a) of this Schedule. The failure by Party A to post Eligible Collateral in accordance herewith shall constitute an Event of Default with respect to any particular proposed act or omission to act hereunder that Party A as the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the CertificatesDefaulting Party.

Downgrade of Party A. (i) In the event (any such event, a "COLLATERALIZATION EVENT"“Collateralization Event”) that (i) the long-term senior unsecured debt rating and or the short-term obligations ratings of Party A's guarantor (or, if there is no guarantor, Party A) is reduced below A and A-1 by S&PA1 or P-11, or A1 and P-1 respectively, by Moody's, respectivelyor (ii) if Party A's guarantor (or, if there is no guarantor, Party A) does not have a short-term obligations rating by Moody’s, Party A's guarantor’s (or, if there is no guarantor, Party A’s) long-term senior unsecured debt rating is reduced below Aa3 by Moody’s, or (iii) the short-term obligations rating of Party A's guarantor (or, if there is no guarantor, Party A) is reduced below A-1 or (iv) if Party A's guarantor (or, if there is no guarantor, Party A) does not have a short-term obligations rating by S&P, Party A's guarantor’s (or, if there is no guarantor, Party A’s) long-term senior unsecured debt rating is reduced below A+ by S&P, in each such case to the extent such obligations are rated by S&P and Moody's (together with DBRS, the “Rating Agencies”, and such ratings thresholds, the "APPROVED RATINGS THRESHOLDS Approved Ratings Thresholds "), then within 30 days after such rating downgrade, Party A, at its own expense and subject to the Rating Agency Condition, shall either (i) cause another entity to replace Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, or (ii) deliver collateral in the form of cash or U.S. treasury obligations equal to the amount required pursuant to the then-current published criteria of the applicable Rating Agency Agencies (or, if there is are no such criteria, in an amount equal to Party B's "’s “Exposure" ” (as such term is defined in the CSA) of the Transaction) pursuant to the form of the 1994 ISDA Credit Support Annex (New York law) (the "“CSA"”) the terms of which are hereby incorporated by reference herein, or (iii) obtain a guaranty in a form reasonably acceptable to S&P S&P, Moody’s and Moody'sDBRS, as applicable, of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor Party A's obligation under this Agreement, or (iv) take such other action as Party A may agree in writing with S&P S&P, Moody’s, and Moody's,DBRS. For purposes of this provision, "“Rating Agency Condition" ” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates Securities and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the CertificatesSecurities.

Downgrade of Party A. If a Ratings Event (ias defined below) In shall occur and be continuing with respect to Party A, then Party A shall, within 10 Local Business Days of such Ratings Event, (A) give notice to Party B of the event occurrence of such Ratings Event, and (any B) at Party A's option and sole expense, (x) transfer Party A's rights and obligations under this Agreement and all Confirmations related hereto to another party (such eventparty whose long term debt is being rated at least "A2" (and not on watch for possible downgrade) by Moody's (as defined below) or rated at least "A" by Fitch (as defined below)), subject to Rating Agency confirmation, and at the cost of Party A, or (y) post Eligible Collateral on a mark-to-market basis to secure Party B's exposure, if any, to Xxxxy A, and such Eligible Collateral shall be provided in accordance with an ISDA Credit Support Annex to be entered into between Party A and Party B in the form attached hereto as Exhibit A, which will be attached hereto and made a part hereof within 10 Local Business Days of Party A's election to post Eligible Collateral. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to Rating Agency confirmation. Party A's obligations to find an eligible transferee or to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect to Party A. For the purpose of this Part 1(k), a "COLLATERALIZATION EVENT") that Ratings Event" shall occur with respect to Party A if the long-term senior unsecured debt rating and the short-term obligations deposit ratings of Party AA cease to be at least "A3" by Moody's guarantor Investors Service, Inc. or any successor thereto (or"Mooxx'x") or at least "A-" by Fitch, if there is no guarantor, Party A) is reduced below A and A-1 by S&PInc., or A1 and P-1 by Moody's, respectively, any successor thereto ("Fitch") to the extent such obligations are rated by S&P and Moody's (such ratings thresholds, the "APPROVED RATINGS THRESHOLDS "), then within 30 days after such rating downgrade, Party A, at its own expense and subject to the Rating Agency Condition, shall either (i) cause another entity to replace or Fitch. The failure by Party A as party to this Agreement that meets either post Eligible Collateral or exceeds the Approved Rating Thresholds on terms substantially similar transfer its rights and obligations to this Agreement, or (ii) deliver collateral an eligible transferee in the form of cash or U.S. treasury obligations equal to the amount required pursuant to the then-current published criteria of the applicable Rating Agency (or, if there is no such criteria, accordance herewith shall constitute an amount equal to Party B's "Exposure" (as such term is defined in the CSA) of the Transaction) pursuant to the form of the 1994 ISDA Credit Support Annex (New York law) (the "CSA") the terms of Additional Termination Event for which are hereby incorporated by reference herein, or (iii) obtain a guaranty in a form reasonably acceptable to S&P and Moody's, as applicable, of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor Party A's obligation under this Agreement, or (iv) take such other action as Party A may agree in writing with S&P and Moody's,. For purposes of this provision, "Rating Agency Condition" means, with respect to any particular proposed act or omission to act hereunder that shall be the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificatessole Affected Party.

Downgrade of Party A. (i) In For the purpose hereof, a “Ratings Event” shall occur in that event that (1) Party A's (or its Credit Support Provider’s) short-term unsecured and unsubordinated debt rating is reduced below “A-1” by Standard & Poor's Ratings Service (“S&P”) (or if its short-term rating is not available by S&P, in the event (any such event, a "COLLATERALIZATION EVENT") that the its long-term senior unsecured and unsubordinated debt rating is reduced below “A+” by S&P) and the with respect to Party A (or its Credit Support Provider) such entity is a Financial Institution (an “S&P Approved Ratings Downgrade”) or (2) its short-term obligations ratings of Party A's guarantor unsecured and unsubordinated debt rating is reduced below “F1” by Fitch, Inc. (“Fitch”) (or, if there its short-term rating is no guarantornot available by Fitch), Party A) its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below A and A-1 “A” by S&PFitch (collectively, or A1 and P-1 by Moody's, respectivelythe “Approved Rating Threshold”), to the extent such obligations are rated by S&P or Fitch. Party A agrees that it shall comply with the provisions set forth below following the occurrence of a Ratings Event or an S&P Required Rating Downgrade. The failure by Party A to comply with the provisions set forth below shall constitute an Additional Termination Event for which Party A shall be the sole Affected Party. If a Ratings Event shall occur and Moody's (such ratings thresholds, the "APPROVED RATINGS THRESHOLDS "), then within 30 days after such rating downgrade, be continuing with respect to Party A, then Party A shall (at its own expense cost) (A) within 5 Business Days of such Ratings Event, give notice to Party B of the occurrence of such Ratings Event, and subject (B) (x) within 30 calendar days after the occurrence of a Ratings Event, with respect to the Rating Agency ConditionFitch or, shall (y) within 10 Business Days with respect to Party A (or its Credit Support Provider) that is a Financial Institution with respect to S&P, either (i) cause use reasonable efforts to transfer Party A’s rights and obligations hereunder to another entity party, subject to replace Party A satisfaction of the Rating Agency Condition (as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreementdefined below), or (ii) deliver collateral post Eligible Collateral in accordance with the form of cash or U.S. treasury obligations equal to the amount required pursuant to the then-current published criteria of the applicable Rating Agency (or, if there is no such criteria, an amount equal to Party B's "Exposure" (as such term is defined in the CSA) of the Transaction) pursuant to the form of the 1994 ISDA Credit Support Annex (New York law) (the "CSA") the terms of which are hereby incorporated by reference herein, attached hereto and made a part hereof or (iii) obtain a guaranty in a form reasonably acceptable to S&P and Moody's, as applicable, of, or a contingent agreement of, another person with which satisfies the Approved Rating Thresholds to honor Party A's obligation under this Agreement, or (iv) take such other action as Party A may agree in writing with S&P and Moody's,. For purposes of this provision, "Rating Agency Condition" means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates.

Downgrade of Party A. If a Ratings Event (ias defined below) In the event (any such event, a "COLLATERALIZATION EVENT") that the long-term senior unsecured debt rating shall occur and the short-term obligations ratings of Party A's guarantor (or, if there is no guarantor, Party A) is reduced below A and A-1 by S&P, or A1 and P-1 by Moody's, respectively, be continuing with respect to the extent such obligations are rated by S&P and Moody's (such ratings thresholds, the "APPROVED RATINGS THRESHOLDS "), then within 30 days after such rating downgrade, Party A, then Party A shall (A) within 5 Business Days of such Ratings Event, give notice to Party B of the occurrence of such Ratings Event, and (B) use reasonable efforts to transfer (at its own expense cost) Party A’s rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition (as defined below). Unless such a transfer by Party A has occurred within 20 Business Days after the occurrence of a Ratings Event, Party A shall post (at its own expense) Eligible Collateral (as designated in the approved Credit Support Annex), to secure Party B’s exposure or potential exposure to Party A, and such Eligible Collateral shall be provided in accordance with a Credit Support Annex to be attached hereto and made a part hereof within 10 Business Days. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Condition, shall either (i) cause another entity to replace Party A as party to this Agreement that meets or exceeds . Notwithstanding the Approved Rating Thresholds on terms substantially similar to this Agreement, or (ii) deliver collateral in the form of cash or U.S. treasury obligations equal to the amount required pursuant to the then-current published criteria addition of the applicable Rating Agency (or, if there is no such criteria, an amount equal to Party B's "Exposure" (as such term is defined in the CSA) of the Transaction) pursuant to the form of the 1994 ISDA Credit Support Annex (New York law) (and the "CSA") the terms posting of which are hereby incorporated by reference hereinEligible Collateral, or (iii) obtain a guaranty in a form reasonably Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable to S&P and Moody'sthird party; provided, as applicablehowever, of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor that Party A's obligation ’s obligations to find a transferee and to post Eligible Collateral under this Agreementsuch Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect to Party A. For the purpose hereof, or (iv) take such other action as a “Ratings Event” shall occur with respect to Party A may agree in writing with S&P if the long-term and Moody's,short-term senior unsecured debt ratings of Party A cease to be at least A and A-1 by Standard & Poor’s Ratings Service (“S&P”). For purposes of this provision, "“Rating Agency Condition" ” means, with respect to any particular proposed act action taken or omission to act hereunder be taken, a condition that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation is satisfied when S&P has confirmed that the proposed such action or inaction would not cause a downgrade result in the downgrade, qualification (if applicable) or withdrawal of the thenrating then assigned by such Rating Agency to the applicable class of Notes. In addition, if the long-current rating term and short-term senior unsecured debt ratings of Party A cease to be rated at least BBB- and A-3 by S&P, Party A shall, within 10 Business Days, transfer (at its own cost) its rights and obligations hereunder to another party, subject to satisfaction of the CertificatesRating Agency Condition. 10.

Downgrade of Party A. If a Ratings Event (ias defined below) In shall occur and be continuing with respect to Party A, then Party A shall, within 5 Local Business Days of such Ratings Event, (A) give notice to Party B of the event occurrence of such Ratings Event, and (any B) at Party A's option and sole expense, (x) transfer Party A's rights and obligations under this Agreement and all Confirmations related hereto to another party (such eventparty whose long term debt is being rated at least "A1" (and not on watch for possible downgrade) by Moody's (as defined below) or rated at least "A+" by Fitch and S&P (as defined below)), subject to Rating Agency confirmation, and at the cost of Party A, or (y) post Eligible Collateral on a mark-to-market basis to secure Party B's exposure, if any, to Party A, and such Eligible Collateral shall be provided in accordance with an ISDA Credit Support Annex to be entered into between Party A and Party B in the form attached hereto as Exhibit A, which will be attached hereto and made a part hereof within 10 Local Business Days of Party A's election to post Eligible Collateral. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to Rating Agency confirmation. Party A's obligations to find an eligible transferee or to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect to Party A. For the purpose of this Part 1(k), a "COLLATERALIZATION EVENT") that Ratings Event" shall occur with respect to Party A if the long-term senior unsecured debt rating and the short-term obligations deposit ratings of Party AA cease to be at least "A3" by Moody's guarantor (orInvestors Service, if there is no guarantor, Party A) is reduced below A and A-1 by S&PInc., or A1 and P-1 by any successor thereto ("Moody's"), respectivelyat least "A-" by Fitch, Inc., or any successor thereto ("Fitch") or at least "A-" by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto ("S&P"), to the extent such obligations are rated by S&P and Moody's (such ratings thresholds, the "APPROVED RATINGS THRESHOLDS "), then within 30 days after such rating downgrade, Party A, at its own expense and subject to the Rating Agency Condition, shall either (i) cause another entity to replace Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, or (ii) deliver collateral in the form of cash or U.S. treasury obligations equal to the amount required pursuant to the then-current published criteria of the applicable Rating Agency (or, if there is no such criteria, an amount equal to Party B's "Exposure" (as such term is defined in the CSA) of the Transaction) pursuant to the form of the 1994 ISDA Credit Support Annex (New York law) (the "CSA") the terms of which are hereby incorporated by reference herein, or (iii) obtain a guaranty in a form reasonably acceptable to S&P and Moody's, as applicable, of, Fitch or a contingent agreement of, another person with the Approved Rating Thresholds to honor Party A's obligation under this Agreement, or (iv) take such other action as S&P. The failure by Party A may agree to either post Eligible Collateral or transfer its rights and obligations to an eligible transferee in writing with S&P and Moody's,. For purposes of this provision, "Rating Agency Condition" means, with respect to any particular proposed act or omission to act hereunder that accordance herewith shall constitute an Additional Termination Event for which Party A shall be the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificatessole Affected Party.

Downgrade of Party A. If a Ratings Event (ias defined below) In shall occur and be continuing with respect to Party A, then Party A shall, within 5 Local Business Days of such Ratings Event, (A) give notice to Party B of the event occurrence of such Ratings Event, and (any B) at Party A's option and sole expense, (x) transfer Party A's rights and obligations under this Agreement and all Confirmations related hereto to another party (such eventparty whose long term debt is being rated at least "A1" (and not on watch for possible downgrade) by Moody's (as defined below) or rated at least "A+" by S&P (as defined below)), subject to Rating Agency confirmation, and at the cost of Party A, or (y) post Eligible Collateral on a mark-to-market basis to secure Party B's exposure, if any, to Party X, xnd such Eligible Collateral shall be provided in accordance with an ISDA Credit Support Annex to be entered into between Party A and Party B in the form attached hereto as Exhibit A, which will be attached hereto and made a part hereof within 10 Local Business Days of Party A's election to post Eligible Collateral. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to Rating Agency confirmation. Party A's obligations to find an eligible transferee or to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect to Party A. For the purpose of this Part 1(k), a "COLLATERALIZATION EVENT") that Ratings Event" shall occur with respect to Party A if the long-term senior unsecured debt rating and the short-term obligations deposit ratings of Party AA cease to be at least "A3" by Moody's guarantor Investors Service, Inc. or any successor thereto (or"Mooxx'x") or at least "A-" by Standard & Poor's Ratings Services, if there is no guarantora division of The McGraw-Hill Companies, Party A) is reduced below A and A-1 by S&PInc., or A1 and P-1 by Moody'sany successor thereto ("S&P"), respectively, to the extent xx xxx xxxent such obligations are rated by S&P and Moody's (such ratings thresholds, the "APPROVED RATINGS THRESHOLDS "), then within 30 days after such rating downgrade, Party A, at its own expense and subject to the Rating Agency Condition, shall either (i) cause another entity to replace or S&P. The failure by Party A as party to this Agreement that meets either post Eligible Collateral or exceeds the Approved Rating Thresholds on terms substantially similar transfer its rights and obligations to this Agreement, or (ii) deliver collateral an eligible transferee in the form of cash or U.S. treasury obligations equal to the amount required pursuant to the then-current published criteria of the applicable Rating Agency (or, if there is no such criteria, accordance herewith shall constitute an amount equal to Party B's "Exposure" (as such term is defined in the CSA) of the Transaction) pursuant to the form of the 1994 ISDA Credit Support Annex (New York law) (the "CSA") the terms of Additional Termination Event for which are hereby incorporated by reference herein, or (iii) obtain a guaranty in a form reasonably acceptable to S&P and Moody's, as applicable, of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor Party A's obligation under this Agreement, or (iv) take such other action as Party A may agree in writing with S&P and Moody's,. For purposes of this provision, "Rating Agency Condition" means, with respect to any particular proposed act or omission to act hereunder that shall be the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificatessole Affected Party.

Downgrade of Party A. If a Ratings Event (ias defined below) In shall occur and be continuing with respect to Party A, then Party A shall, within 5 Local Business Days of such Ratings Event, (A) give notice to Party B of the event occurrence of such Ratings Event, and (any B) at Party A's option and sole expense, (x) transfer Party A's rights and obligations under this Agreement and all Confirmations related hereto to another party (such eventparty whose long term debt is being rated at least "A1" (and not on watch for possible downgrade) by Moody's (as defined below) or rated at least "A+" by Fitch (as defined below)), subject to Rating Agency confirmation, and at the cost of Party A, or (y) post Eligible Collateral on a mark-to-market basis to secure Party B's exposure, if any, to Party X, xnd such Eligible Collateral shall be provided in accordance with an ISDA Credit Support Annex to be entered into between Party A and Party B in the form attached hereto as Exhibit A, which will be attached hereto and made a part hereof within 10 Local Business Days of Party A's election to post Eligible Collateral. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to Rating Agency confirmation. Party A's obligations to find an eligible transferee or to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect to Party A. For the purpose of this Part 1(k), a "COLLATERALIZATION EVENT") that Ratings Event" shall occur with respect to Party A if the long-term senior unsecured debt rating and the short-term obligations deposit ratings of Party AA cease to be at least "A3" by Moody's guarantor (orInvestors Service, if there is no guarantor, Party A) is reduced below A and A-1 by S&PInc., or A1 and P-1 any successox xxxxxxx ("Moxxx'x") or at least "A-" by Moody'sFitch, respectivelyInc., or any successor thereto ("Fitch"), to the extent such obligations are rated by S&P and Moody's (such ratings thresholds, the "APPROVED RATINGS THRESHOLDS "), then within 30 days after such rating downgrade, Party A, at its own expense and subject to the Rating Agency Condition, shall either (i) cause another entity to replace 's. The failure by Party A as party to this Agreement that meets either post Eligible Collateral or exceeds the Approved Rating Thresholds on terms substantially similar transfer its rights and obligations to this Agreement, or (ii) deliver collateral an eligible transferee in the form of cash or U.S. treasury obligations equal to the amount required pursuant to the then-current published criteria of the applicable Rating Agency (or, if there is no such criteria, accordance herewith shall constitute an amount equal to Party B's "Exposure" (as such term is defined in the CSA) of the Transaction) pursuant to the form of the 1994 ISDA Credit Support Annex (New York law) (the "CSA") the terms of Additional Termination Event for which are hereby incorporated by reference herein, or (iii) obtain a guaranty in a form reasonably acceptable to S&P and Moody's, as applicable, of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor Party A's obligation under this Agreement, or (iv) take such other action as Party A may agree in writing with S&P and Moody's,. For purposes of this provision, "Rating Agency Condition" means, with respect to any particular proposed act or omission to act hereunder that shall be the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificatessole Affected Party.

Downgrade of Party A. (i) In For the event (any such eventpurpose of this section, a "COLLATERALIZATION EVENT"“Ratings Event” shall occur with respect to Party A (or its Credit Support Provider) that if the long-term senior unsecured debt rating and the short-term obligations senior unsecured deposit ratings of Party A's guarantor A (or, if there is no guarantor, Party Aor its Credit Support Provider) is reduced below cease to be at least A and A-1 by Standard & Poor’s Ratings Service, a division of the XxXxxx-Xxxx Companies, Inc. or any successor thereto (“S&P, ”) or at least A1 and P-1 by Xxxxx’x Investors Service, Inc. or any successor thereto (“Moody's, respectively’s”) or at least A and F1 by Fitch Ratings Ltd. or any successor thereto (“Fitch”), to the extent such obligations are rated by S&P and or Moody's ’s or Fitch. The failure by Party A to comply with the provisions of Section 15 hereof shall constitute an Additional Termination Event for which Party A shall be the sole Affected Party. Swap Disclosure Event. Upon the occurrence of a Swap Disclosure Event (such ratings thresholds, the "APPROVED RATINGS THRESHOLDS "as defined below), then if Party A has not, within 30 10 days after such rating downgradeSwap Disclosure Event (the “Response Period”) complied with one of the solutions listed below, Party A, at its own expense and subject then an Additional Termination Event shall have occurred with respect to the Rating Agency Condition, shall either (i) cause another entity to replace Party A as party and Party A shall be the sole Affected Party with respect to this Agreement such Additional Termination Event. It shall be a swap disclosure event (“Swap Disclosure Event”) if at any time after the date hereof Xxxxxxxxxx Securities, LP (“Xxxxxxxxxx Securities”) or Stanwich Asset Acceptance Company, L.L.C. (“Stanwich”) notifies Party A that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, or (ii) deliver collateral in the form reasonable discretion of cash Xxxxxxxxxx Securities or U.S. treasury obligations equal to Stanwich acting in good faith, the amount required pursuant to the then-current published criteria “aggregate significance percentage” of the applicable Rating Agency (or, if there is no such criteria, an amount equal to Party B's "Exposure" all derivative instruments (as such term is defined in the CSAItem 1115(b)(2) of the TransactionRegulation AB (as defined below)) pursuant provided by Party A and any of its affiliates to the form of the 1994 ISDA Credit Support Annex (New York law) Xxxxxxxxxx Mortgage Loan Trust, Series 2006-RFC1 (the "CSA"“Significance Percentage”) the terms of which are hereby incorporated by reference herein, is 10% or (iii) obtain a guaranty in a form reasonably acceptable to S&P and Moody's, as applicable, of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor Party A's obligation under this Agreement, or (iv) take such other action as Party A may agree in writing with S&P and Moody's,. For purposes of this provision, "Rating Agency Condition" means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificatesmore.

Downgrade of Party A. If a Ratings Event (ias defined below) In the event (any such event, a "COLLATERALIZATION EVENT") that the long-term senior unsecured debt rating shall occur and the short-term obligations ratings of Party A's guarantor (or, if there is no guarantor, Party A) is reduced below A and A-1 by S&P, or A1 and P-1 by Moody's, respectively, be continuing with respect to the extent such obligations are rated by S&P and Moody's (such ratings thresholds, the "APPROVED RATINGS THRESHOLDS "), then within 30 days after such rating downgrade, Party A, at its own expense then Party A shall (A) within 5 Business Days of such Ratings Event, give notice to Party B of the occurrence of such Ratings Event, and subject to (B) within 30 calendar days after the Rating Agency Conditionoccurrence of a Ratings Event, shall either (i) cause use reasonable efforts to transfer (at its own cost) Party A’s rights and obligations hereunder to another entity party, subject to replace Party A satisfaction of the Rating Agency Condition (as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreementdefined below), or (ii) deliver collateral post Eligible Collateral in accordance with the form of cash or U.S. treasury obligations equal to the amount required pursuant to the then-current published criteria of the applicable Rating Agency (or, if there is no such criteria, an amount equal to Party B's "Exposure" (as such term is defined in the CSA) of the Transaction) pursuant to the form of the 1994 ISDA Credit Support Annex (New York law) (the "CSA") the terms of which are hereby incorporated by reference herein, attached hereto and made a part hereof or (iii) obtain a guaranty which satisfies the Rating Agency Condition. Party A’s obligations to find a transferee, to post Eligible Collateral under such Credit Support Annex or obtain a guarantor shall remain in effect only for so long as a form reasonably acceptable Ratings Event is continuing with respect to S&P and Moody'sParty A. For the purpose hereof, as applicable, of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor “Ratings Event” shall occur in that event that (1) Party A's obligation under this Agreementshort-term unsecured and unsubordinated debt rating is reduced below “A-1” by Standard & Poor's Ratings Service (“S&P”) (or if its short-term rating is not available by S&P, in the event that its long-term unsecured and unsubordinated debt rating is reduced below “A+” by S&P) or (iv2) take such other action as its short-term unsecured and unsubordinated debt rating is reduced below “F1” by Fitch, Inc. (“Fitch”) (or, if its short-term rating is not available by Fitch, its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A” by Fitch; or (iii) if Party A may agree fails to satisfy the Mxxxx’x Downgrade provisions set forth in writing Section 9(ii) hereof. If a Ratings Withdrawal (as defined below) shall occur and be continuing with S&P respect to Party A, then Party A shall within 2 Business Days of such Ratings Withdrawal, (A) give notice to Party B of the occurrence of such Ratings Withdrawal, and Moody's,. For purposes (B) (i) transfer (at its own cost) Party A’s rights and obligations hereunder to another party, subject to satisfaction of this provisionthe Rating Agency Condition or (ii) obtain a guaranty of its obligations hereunder from another party, "subject to the satisfaction of the Rating Agency Condition" means, and such guaranty shall remain in effect only for so long as a Ratings Withdrawal is continuing with respect to any particular proposed act Party A. For the purpose hereof, a “Ratings Withdrawal” shall occur with respect to Party A if the long-term and short-term senior unsecured deposit ratings of Party A are withdrawn by S&P or omission cease to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates be at least BBB- and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates.A-3 by S&P.

Downgrade of Party A. If a Ratings Event (ias defined below) In shall occur and be continuing with respect to Party A, then Party A shall, within 5 Local Business Days of such Ratings Event, (A) give notice to Party B of the event occurrence of such Ratings Event, and (any B) use reasonable efforts to transfer Party A's rights and obligations under the Agreement and all Confirmations to another party, subject to satisfaction of the Rating Agency Condition (as defined below), and at the cost of Party A. If such eventa transfer by Party A has not occurred within 20 Local Business Days after the occurrence of a Ratings Event, Party B shall demand that Party A deliver Eligible Collateral on a xxxx-to-market basis, to secure Party B's exposure, if any, to Party A, and such Eligible Collateral shall be delivered in accordance with a Credit Support Annex to be attached hereto and made a part hereof within 10 Local Business Days of Party B's demand therefor. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Condition. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations to an acceptable third party; provided, however, that Party A's obligations to find a transferee and to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect to Party A. For the purpose of this Part 1(k), a "COLLATERALIZATION EVENT") that Ratings Event" shall occur with respect to Party A if the long-term senior unsecured debt rating and the short-term obligations senior unsecured deposit ratings of Party A's guarantor (or, if there is no guarantor, Party A) is reduced below A cease to be at least A+ and A-1 by Standard & Poor's Ratings Service or any successor thereto ("S&P"), or at least A1 and P-1 by Xxxxx'x Investors Service, Inc. or any successor thereto ("Moody's"), respectivelyor at least A+ and F-1 by Fitch Ratings, Inc. or any successor thereto ("Fitch"), to the extent such obligations are rated by S&P and S&P, Moody's (such ratings thresholds, the "APPROVED RATINGS THRESHOLDS "), then within 30 days after such rating downgrade, Party A, at its own expense and subject to the Rating Agency Condition, shall either (i) cause another entity to replace Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, or (ii) deliver collateral in the form of cash or U.S. treasury obligations equal to the amount required pursuant to the then-current published criteria of the applicable Rating Agency (or, if there is no such criteria, an amount equal to Party B's "Exposure" (as such term is defined in the CSA) of the Transaction) pursuant to the form of the 1994 ISDA Credit Support Annex (New York law) (the "CSA") the terms of which are hereby incorporated by reference herein, or (iii) obtain a guaranty in a form reasonably acceptable to S&P and Moody's, as applicable, of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor Party A's obligation under this Agreement, or (iv) take such other action as Party A may agree in writing with S&P and Moody's,Xxxxx. For purposes of this provision, "Rating Agency Condition" means, has the meaning specified in the Indenture defined in Part 1(a) of this Schedule. The failure by Party A to post Eligible Collateral in accordance herewith shall constitute an Event of Default with respect to any particular proposed act or omission to act hereunder that Party A as the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the CertificatesDefaulting Party.

Downgrade of Party A. If a Ratings Event (ias defined below) In the event (any such event, a "COLLATERALIZATION EVENT") that the long-term senior unsecured debt rating shall occur and the short-term obligations ratings of Party A's guarantor (or, if there is no guarantor, Party A) is reduced below A and A-1 by S&P, or A1 and P-1 by Moody's, respectively, be continuing with respect to the extent such obligations are rated by S&P and Moody's (such ratings thresholds, the "APPROVED RATINGS THRESHOLDS "), then within 30 days after such rating downgrade, Party A, then Party A shall (A) within 5 Business Days of such Ratings Event, give notice to Party B of the occurrence of such Ratings Event, and (B) use reasonable efforts to transfer (at its own expense cost) Party A’s rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition (as defined below). Unless such a transfer by Party A has occurred within 20 Business Days after the occurrence of a Ratings Event, Party A shall post (at its own expense) Eligible Collateral (as designated in the approved Credit Support Annex), to secure Party B’s exposure or potential exposure to Party A, and such Eligible Collateral shall be provided in accordance with a Credit Support Annex to be attached hereto and made a part hereof within 10 Business Days. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Condition, shall either (i) cause another entity to replace Party A as party to this Agreement that meets or exceeds . Notwithstanding the Approved Rating Thresholds on terms substantially similar to this Agreement, or (ii) deliver collateral in the form of cash or U.S. treasury obligations equal to the amount required pursuant to the then-current published criteria addition of the applicable Rating Agency (or, if there is no such criteria, an amount equal to Party B's "Exposure" (as such term is defined in the CSA) of the Transaction) pursuant to the form of the 1994 ISDA Credit Support Annex (New York law) (and the "CSA") the terms posting of which are hereby incorporated by reference hereinEligible Collateral, or (iii) obtain a guaranty in a form reasonably Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable to S&P and Moody'sthird party; provided, as applicablehowever, of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor that Party A's obligation ’s obligations to find a transferee and to post Eligible Collateral under this Agreementsuch Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect to Party A. For the purpose hereof, or (iv) take such other action as a “Ratings Event” shall occur with respect to Party A may agree in writing with S&P if the long-term and Moody's,short-term senior unsecured debt ratings of Party A cease to be at least A and A-1 by Standard & Poor’s Ratings Service (“S&P”). For purposes of this provision, "“Rating Agency Condition" ” means, with respect to any particular proposed act action taken or omission to act hereunder be taken, a condition that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation is satisfied when S&P has confirmed that the proposed such action or inaction would not cause a downgrade result in the downgrade, qualification (if applicable) or withdrawal of the thenrating then assigned by such Rating Agency to the applicable class of Notes. In addition, if the long-current rating term and short-term senior unsecured debt ratings of Party A cease to be rated at least BBB- and A-3 by S&P, Party A shall, within 10 Business Days, transfer (at its own cost) its rights and obligations hereunder to another party, subject to satisfaction of the CertificatesRating Agency Condition.

Downgrade of Party A. If a Ratings Event (ias defined below) In shall occur and be continuing with respect to Party A, then Party A shall, within 5 Local Business Days of such Ratings Event, (A) give notice to Party B of the event occurrence of such Ratings Event, and (any B) at Party A's option and sole expense, (x) transfer Party A's rights and obligations under this Agreement and all Confirmations related hereto to another party (such eventparty whose long term debt is being rated at least "A2" (and not on watch for possible downgrade) by Moody's (as defined below) or rated at least "A" by Fitch and S&P (as defined below)), subject to Rating Agency confirmation, and at the cost of Party A, or (y) post Eligible Collateral on a mark-to-market basis to secure Party B's exposure, if any, to Parxx X, and such Eligible Collateral shall be provided in accordance with an ISDA Credit Support Annex to be entered into between Party A and Party B in the form attached hereto as Exhibit A, which will be attached hereto and made a part hereof within 10 Local Business Days of Party A's election to post Eligible Collateral. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to Rating Agency confirmation. Party A's obligations to find an eligible transferee or to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect to Party A. For the purpose of this Part 1(k), a "COLLATERALIZATION EVENT") that Ratings Event" shall occur with respect to Party A if the long-term senior unsecured debt rating and the short-term obligations deposit ratings of Party AA cease to be at least "A3" by Moody's guarantor Investors Service, Inc. or any successor thereto (or"Moody'x"), if there is no guarantorxx least "A-" by Fitch, Party A) is reduced below A and A-1 by S&PInc., or A1 and P-1 any successor thereto ("Fitch") or at least "A-" by Moody'sStandard & Poor's Ratings Services, respectivelya division of The McGraw-Hill Companies, Inc., or any successor thereto ("S&P") to the extent xxx xxxxxx such obligations are rated by S&P and Moody's (such ratings thresholds, the "APPROVED RATINGS THRESHOLDS "), then within 30 days after such rating downgrade, Party A, at its own expense and subject to the Rating Agency Condition, shall either (i) cause another entity to replace or S&P. The failure by Party A as party to this Agreement that meets either post Eligible Collateral or exceeds the Approved Rating Thresholds on terms substantially similar transfer its rights and obligations to this Agreement, or (ii) deliver collateral an eligible transferee in the form of cash or U.S. treasury obligations equal to the amount required pursuant to the then-current published criteria of the applicable Rating Agency (or, if there is no such criteria, accordance herewith shall constitute an amount equal to Party B's "Exposure" (as such term is defined in the CSA) of the Transaction) pursuant to the form of the 1994 ISDA Credit Support Annex (New York law) (the "CSA") the terms of Additional Termination Event for which are hereby incorporated by reference herein, or (iii) obtain a guaranty in a form reasonably acceptable to S&P and Moody's, as applicable, of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor Party A's obligation under this Agreement, or (iv) take such other action as Party A may agree in writing with S&P and Moody's,. For purposes of this provision, "Rating Agency Condition" means, with respect to any particular proposed act or omission to act hereunder that shall be the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificatessole Affected Party.

Downgrade of Party A. If a Ratings Event (ias defined below) In the event (any such event, a "COLLATERALIZATION EVENT") that the long-term senior unsecured debt rating shall occur and the short-term obligations ratings of Party A's guarantor (or, if there is no guarantor, Party A) is reduced below A and A-1 by S&P, or A1 and P-1 by Moody's, respectively, be continuing with respect to the extent such obligations are rated by S&P and Moody's (such ratings thresholds, the "APPROVED RATINGS THRESHOLDS "), then within 30 days after such rating downgrade, Party A, at its own expense then Party A shall (A) within 5 Business Days of such Ratings Event, give notice to Party B of the occurrence of such Ratings Event, and subject to (B) within 30 Calendar Days after the Rating Agency Conditionoccurrence of a Ratings Event, shall either (i) cause use reasonable efforts to transfer (at its own cost) Party A's rights and obligations hereunder to another entity party, subject to replace Party A satisfaction of the Rating Agency Condition (as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreementdefined below), or (ii) deliver collateral post Eligible Collateral in accordance with the form of cash or U.S. treasury obligations equal to the amount required pursuant to the then-current published criteria of the applicable Rating Agency (or, if there is no such criteria, an amount equal to Party B's "Exposure" (as such term is defined in the CSA) of the Transaction) pursuant to the form of the 1994 ISDA Credit Support Annex (New York law) (the "CSA") the terms of which are hereby incorporated by reference herein, attached hereto and made a part hereof or (iii) obtain a guaranty in a form reasonably acceptable to S&P and Moody's, as applicable, of, or a contingent agreement of, another person with which satisfies the Approved Rating Thresholds to honor Agency Condition. Party A's obligation obligations to find a transferee, to post Eligible Collateral under this Agreementsuch Credit Support Annex or obtain a guarantor shall remain in effect only for so long as a Ratings Event is continuing with respect to Party A. For the purpose hereof, a "Ratings Event" shall occur in that event that (1) Party A's short-term unsecured and unsubordinated debt rating is reduced below "A-1" by Standard & Poor's Ratings Service ("S&P") (or if its short-term rating is not available by S&P, in the event that its long-term unsecured and unsubordinated debt rating is reduced below "A+" by S&P) or (iv2) take such other action as its short-term unsecured and unsubordinated debt rating is reduced below "F1" by Fitch, Inc. ("Fitch") (or, if its short-term rating is not available by Fitch, its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A" by Fitch or (iii) if Party A may agree fails to satisfy the Moody's Downgrade provisions set forth in writing Section 9(ii) xxxxxx. If a Ratings Withdrawal (as defined below) shall occur and be continuing with S&P respect to Party A, then Party A shall within 2 Business Days of such Ratings Withdrawal, (A) give notice to Party B of the occurrence of such Ratings Withdrawal, and Moody's,. For purposes (B) (i) transfer (at its own cost) Party A's rights and obligations hereunder to another party, subject to satisfaction of this provisionthe Rating Agency Condition or (ii) obtain a guaranty of its obligations hereunder from another party, "subject to the satisfaction of the Rating Agency Condition" means, and such guaranty shall remain in effect only for so long as a Ratings Withdrawal is continuing with respect to any particular proposed act Party A. For the purpose hereof, a "Ratings Withdrawal" shall occur with respect to Party A if the long-term and short-term senior unsecured deposit ratings of Party A are withdrawn by S&P or omission cease to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates be at least BBB- and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates.A-3 by S&P.

Downgrade of Party A. If Party A does not have at any time (i) In the event a short-term senior unsecured debt, deposit, credit, claims paying or other similar rating of at least “A-1” from Standard & Poor’s Ratings Service or any successor thereto (any such event, “Standard & Poor’s”) or a "COLLATERALIZATION EVENT") that the long-term senior unsecured debt debt, deposit, credit, claims paying or other similar rating of at least “BBB+” from Standard & Poor’s and the (ii) a short-term obligations ratings senior unsecured debt, deposit, credit, claims paying or other similar rating of “P-1” from Xxxxx’x Investors Service, Inc. or any successor thereto (“Moody’s”) or a long-term senior unsecured debt, deposit, credit, claims paying or other similar rating of at least “Baa1” from Moody’s, it shall be an Additional Termination Event if Party A's guarantor (or, if there is no guarantor, Party A) is reduced below A and A-1 by S&P, or A1 and P-1 by Moody's, respectively, to the extent such obligations are rated by S&P and Moody's (such ratings thresholds, the "APPROVED RATINGS THRESHOLDS "), then within 30 days after such rating downgrade, Party A, fails at its own expense and subject within 30 days to take one of the Rating Agency Conditionactions described in clauses (A), shall either (iB), (C) cause another entity to replace Party A or (D) below: (A) obtain a replacement interest rate cap agreement on substantially the same terms as party to the Transaction which this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, or governs from a Qualified Interest Rate Cap Counterparty (iias defined below); or (B) deliver collateral collateralize its obligations with Permitted Investments (as defined in the form of cash or U.S. treasury obligations equal to Base Indenture) under the amount required Transaction which this Agreement governs pursuant to the then-current published criteria of the applicable Rating Agency (or, if there is no such criteria, a Credit Support Annex in an amount equal to the greater of (A) zero and (B) the sum of (1) Party B's "Exposure" ’s marked-to-market value of the Transaction which this Agreement governs (calculated in accordance with the Standard & Poor’s Hedge Marking Procedures (defined below)) and (2) the product of the Volatility Buffer Percentage (as such term is defined below) and the then current Notional Amount of the Transaction which this Agreement governs and provide an opinion of counsel, subject to customary assumptions and qualifications, stating in substance that in the CSAevent of a bankruptcy, insolvency, or receivership of Party A, Party B would not be prohibited from enforcing Party A’s obligations against the collateral; provided, that if at any time Party A does not have a long-term senior unsecured debt, deposit, credit, claims paying or other similar rating of at least “BBB+” from Standard & Poor’s) and of at least “Baa1” from Moody’s, Party A must take one of the actions described in clauses (A), (C) or (D) of the Transactionthis Part I, paragraph (i) pursuant to the form and clause (B) of the 1994 ISDA Credit Support Annex this Part I, paragraph (New York lawi) shall no longer be available; (the "CSA") the terms of which are hereby incorporated by reference herein, or (iiiC) obtain a guaranty in a form reasonably acceptable to S&P and Moody's, as applicable, offrom, or a contingent agreement of, another person with the Approved Rating Thresholds who qualifies as a Qualified Interest Rate Cap Counterparty to honor Party A's obligation under this Agreement’s obligations hereunder in form and substance satisfactory (in the exercise of its reasonable judgment) to the Required Noteholders; or (D) enter into any other arrangement which is sufficient to maintain or restore the immediately prior rating; provided, however, that no termination of any Transaction shall occur pursuant to clause (A) or (ivD) take until Party B has entered into a replacement interest rate cap agreement with a Qualified Interest Rate Cap Counterparty (as defined below). In connection with such other action as Additional Termination Event, Party A may agree in writing with S&P and Moody's,. For purposes of this provision, "Rating Agency Condition" means, with respect to any particular proposed act or omission to act hereunder that shall be the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificatessole Affected Party.

Downgrade of Party A. (i) In the event (any such event, a "COLLATERALIZATION EVENT"“Collateralization Event”) that the long-term senior unsecured debt rating and the short-term obligations ratings of Party A's guarantor (or, if there is no guarantor, Party A) is reduced below A and A-1 by S&P, or A1 and P-1 by Moody's, respectivelyor (i) the short-term obligations rating is reduced below A-1 or (ii) if Party A does not have a short-term obligations rating by S&P, Party A’s long-term senior unsecured debt rating is reduced below A+ by S&P to the extent such obligations are rated by S&P and Moody's (such ratings thresholds, the "APPROVED RATINGS THRESHOLDS Approved Ratings Thresholds "), then within 30 days after such rating downgrade, Party A, at its own expense and subject to the Rating Agency Condition, shall either (i) cause another entity to replace Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, or (ii) deliver collateral in the form of cash or U.S. treasury obligations equal to the amount required pursuant to the then-current published criteria of the applicable Rating Agency (or, if there is no such criteria, an amount equal to Party B's "’s “Exposure" ” (as such term is defined in the CSA) of the Transaction) pursuant to the form of the 1994 ISDA Credit Support Annex (New York law) (the "“CSA"”) the terms of which are hereby incorporated by reference herein, or (iii) obtain a guaranty in a form reasonably acceptable to S&P S&P, Moody’s and Moody'sDBRS, as applicable, of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor Party A's obligation under this Agreement, or (iv) take such other action as Party A may agree in writing with S&P and Moody's’s,. For purposes of this provision, "“Rating Agency Condition" ” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates. (ii) In the event (any such event, a “Substitution Event”) that the long-term senior unsecured debt rating of Party A's guarantor (or, if there is no guarantor, Party A) is withdrawn or reduced below BBB- by S&P, then within 10 days after such rating withdrawal or downgrade, Party A, at its own expense and subject to the Rating Agency Condition, shall either (i) cause another entity to replace Party A as party to this Agreement that meets or exceeds the Approved Rating thresholds on terms substantially similar to this Agreement, or (ii) obtain a guaranty in a form reasonably acceptable to S&P of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor Party A's obligation under this Agreement. (iii) Upon successful consummation of any replacement or of any guaranty pursuant to Part 5(k)(i) or (ii) above, Party A’s obligations to post collateral as contemplated by this Part 5(k) shall terminate and Party B shall release its security interest in, and promptly return to Party A, any then-posted collateral (which return shall not be subject to the application of any priority of payments or similar provision).

Downgrade of Party A. If a Ratings Event (ias defined below) In shall occur and be continuing with respect to Party A, then Party A shall (A) within 5 Business Days of such Ratings Event, give notice to Party B of the event occurrence of such Ratings Event, and (any B) use reasonable efforts to transfer (at its own cost) Party A's rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition (as defined below). Unless such eventa transfer by Party A has occurred within 20 Business Days after the occurrence of a Ratings Event, Party A shall immediately, at its own cost, post Eligible Collateral (as designated in the approved Credit Support Annex), to secure Party B's exposure or potential exposure to Party A, and such Eligible Collateral shall be provided in accordance with a Credit Support Annex to be attached hereto and made a part hereof. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Condition. Valuation and posting of Eligible Collateral shall be made weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's obligations to find a transferee and to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect to Party A. For the purpose hereof, a "COLLATERALIZATION EVENT") that Ratings Event" shall occur with respect to Party A if the long-term senior unsecured debt rating and the short-term obligations senior unsecured ratings of Party A's guarantor (or, if there is no guarantor, Party A) is reduced below A or its Credit Support Provider cease to be at least A and A-1 by Standard & Poor's Ratings Service ("S&P, or ") and at least A1 and P-1 by Xxxxx'x Investors Service, Inc. ("Moody's") and at least A and F1 by Fitch, respectivelyInc. ("Fitch"), to the extent such obligations are rated by S&P S&P, Xxxxx'x and Moody's (such ratings thresholds, the "APPROVED RATINGS THRESHOLDS "), then within 30 days after such rating downgrade, Party A, at its own expense and subject to the Rating Agency Condition, shall either (i) cause another entity to replace Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, or (ii) deliver collateral in the form of cash or U.S. treasury obligations equal to the amount required pursuant to the then-current published criteria of the applicable Rating Agency (or, if there is no such criteria, an amount equal to Party B's "Exposure" (as such term is defined in the CSA) of the Transaction) pursuant to the form of the 1994 ISDA Credit Support Annex (New York law) (the "CSA") the terms of which are hereby incorporated by reference herein, or (iii) obtain a guaranty in a form reasonably acceptable to S&P and Moody's, as applicable, of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor Party A's obligation under this Agreement, or (iv) take such other action as Party A may agree in writing with S&P and Moody's,Fitch. For purposes of this provision, "Rating Agency Condition" means, with respect to any particular proposed act action taken or omission to act hereunder be taken, a condition that the party acting is satisfied when S&P, Moody's or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation Fitch have confirmed in writing that the proposed such action or inaction would not cause a downgrade result in the downgrade, qualification (if applicable) or withdrawal of the thenrating then assigned by such Rating Agency to the applicable class of Certificates. Notwithstanding the foregoing, in the event the long-current rating term senior unsecured ratings of Party A or its Credit Support Provider cease to be at least BBB- by S&P, to the extent such obligations are rated by S&P, Party A shall, within 10 Business Days of such occurrence, transfer (at its own cost) its rights and obligations hereunder to another party, subject to satisfaction of the Certificates.Rating Agency Condition. [XXXXXXX XXXXX LOGO]

Downgrade of Party A. If a Ratings Event (ias defined below) In shall occur and be continuing with respect to Party A, then Party A shall, within 5 Local Business Days of such Ratings Event, (A) give notice to Party B of the event occurrence of such Ratings Event, and (any B) at Party A's option and sole expense, (x) transfer Party A's rights and obligations under this Agreement and all Confirmations related hereto to another party (such eventparty whose long term debt is being rated at least "A1" (and not on watch for possible downgrade) by Moody's (as defined below) or rated at least "A+" by Fitch and S&P (as defined below)), subject to Rating Agency confirmation, and at the cost of Party A, or (y) post Eligible Collateral on a mark-to-market basis to secure Party B's exposure, if any, to Party A, and such Eligible Collateral shall be provided in accordance with an ISDA Credit Support Annex to be entered into between Party A and Party B in the form attached hereto as Exhibit A, which will be attached hereto and made a part hereof within 10 Local Business Days of Party A's election to post Eligible Collateral. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to Rating Agency confirmation. Party A's obligations to find an eligible transferee or to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect to Party A. For the purpose of this Part 1(k), a "COLLATERALIZATION EVENT") that Ratings Event" shall occur with respect to Party A if the long-term senior unsecured debt rating and the short-term obligations deposit ratings of Party AA cease to be at least "A3" by Moody's guarantor (orInvestors Service, if there is no guarantor, Party A) is reduced below A and A-1 by S&PInc., or A1 and P-1 any successox xxxxxxx ("Moxxx'x"), at least "A-" by Moody'sFitch, respectivelyInc., to the extent or any successor thereto ("Fitch") or at least "A-" by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto ("S&P"), xx xxx xxxent such obligations are rated by S&P and Moody's (such ratings thresholds, the "APPROVED RATINGS THRESHOLDS "), then within 30 days after such rating downgrade, Party A, at its own expense and subject to the Rating Agency Condition, shall either (i) cause another entity to replace Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, or (ii) deliver collateral in the form of cash or U.S. treasury obligations equal to the amount required pursuant to the then-current published criteria of the applicable Rating Agency (or, if there is no such criteria, an amount equal to Party B's "Exposure" (as such term is defined in the CSA) of the Transaction) pursuant to the form of the 1994 ISDA Credit Support Annex (New York law) (the "CSA") the terms of which are hereby incorporated by reference herein, or (iii) obtain a guaranty in a form reasonably acceptable to S&P and Moody's, as applicable, of, Fitch or a contingent agreement of, another person with the Approved Rating Thresholds to honor Party A's obligation under this Agreement, or (iv) take such other action as S&P. The failure by Party A may agree to either post Eligible Collateral or transfer its rights and obligations to an eligible transferee in writing with S&P and Moody's,. For purposes of this provision, "Rating Agency Condition" means, with respect to any particular proposed act or omission to act hereunder that accordance herewith shall constitute an Additional Termination Event for which Party A shall be the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificatessole Affected Party.

Downgrade of Party A. (i) In the event (any such event, a "COLLATERALIZATION EVENT"“Collateralization Event”) that the long-term senior unsecured debt rating and the short-term obligations ratings of Party A's guarantor (or, if there is no guarantor, Party A) is reduced below A and A-1 by Standard & Poor's Ratings Service ("S&P"), or A1 and P-1 by Mxxxx'x Investors Service, Inc. ("Moody's"), or A and F1 by Fitch, Inc. ("Fitch"), respectively, to the extent such obligations are rated by S&P and Moody's Mxxxx'x and Fitch (such ratings thresholds, the "APPROVED RATINGS THRESHOLDS Approved Ratings Thresholds"), then within 30 days after such rating downgrade, Party A, at its own expense and subject to the Rating Agency Condition, shall either (i) cause another entity to replace Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, or (ii) deliver collateral in the form of cash or U.S. treasury obligations equal to the amount required pursuant to the then-current published criteria of the applicable Rating Agency (or, if there is no such criteria, an amount equal to Party B's "’s “Exposure" ” (as such term is defined in the CSA) of the Transaction) pursuant to the form of the 1994 ISDA Credit Support Annex (New York law) (the "“CSA"”) the terms of which are hereby incorporated by reference herein, or (iii) obtain a guaranty in a form reasonably acceptable to S&P S&P, Mxxxx’x, and Moody'sFitch, as applicable, of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor Party A's obligation under this Agreement, or (iv) take such other action as Party A may agree in writing with S&P S&P, Mxxxx’x, and Moody's,Fitch. For purposes of this provision, "“Rating Agency Condition" ” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates.

Downgrade of Party A. If a Ratings Event (ias defined below) In shall occur and be continuing with respect to Party A, then Party A shall (A) within 5 Business Days of such Ratings Event, give notice to Party B of the event occurrence of such Ratings Event, and (any B) use reasonable efforts to transfer (at its own cost) Party A's rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition (as defined below). Unless such eventa transfer by Party A has occurred within 20 Business Days after the occurrence of a Ratings Event, Party A shall immediately, at its own cost, post Eligible Collateral (as designated in the approved Credit Support Annex), to secure Party B's exposure or potential exposure to Party A, and such Eligible Collateral shall be provided in accordance with a Credit Support Annex to be attached hereto and made a part hereof. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Condition. Valuation and posting of Eligible Collateral shall be made weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's obligations to find a transferee and to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect to Party A. For the purpose hereof, a "COLLATERALIZATION EVENT") that Ratings Event" shall occur with respect to Party A if the long-term senior unsecured debt rating and the short-term obligations senior unsecured deposit ratings of Party A's guarantor (or, if there is no guarantor, Party A) is reduced below A cease to be at least A and A-1 by Standard & Poor's Ratings Service ("S&P, or ") and at least A1 and P-1 by Moody's Investors Xxxxxxe, Inc. ("Moody's, respectively"), to the extent such obligations are rated by S&P and Moody's (such ratings thresholds, the "APPROVED RATINGS THRESHOLDS "), then within 30 days after such rating downgrade, Party A, at its own expense and subject to the Rating Agency Condition, shall either (i) cause another entity to replace Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, or (ii) deliver collateral in the form of cash or U.S. treasury obligations equal to the amount required pursuant to the then-current published criteria of the applicable Rating Agency (or, if there is no such criteria, an amount equal to Party B's "Exposure" (as such term is defined in the CSA) of the Transaction) pursuant to the form of the 1994 ISDA Credit Support Annex (New York law) (the "CSA") the terms of which are hereby incorporated by reference herein, or (iii) obtain a guaranty in a form reasonably acceptable to S&P and Moody's, as applicable, of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor Party A's obligation under this Agreement, or (iv) take such other action as Party A may agree in writing with S&P and Moody's,. For purposes of this provision, "Rating Agency Axxxxx Condition" means, with respect to any particular proposed act action taken or omission to act hereunder be taken, a condition that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates is satisfied when S&P and receive from each of the Swap Rating Agencies a prior written confirmation Moody's have confirmed in writing that the proposed such action or inaction would not cause a downgrade result in the downgrade, qualification (if applicable) or withdrawal of the then-current rating then assigned by such Rating Agency to the applicable class of the Certificates.

Downgrade of Party A. If a Ratings Event (ias defined below) In shall occur and be continuing with respect to Party A, then Party A shall, within 5 Local Business Days of such Ratings Event, (A) give notice to Party B of the event occurrence of such Ratings Event, and (any B) at Party A's option and sole expense, (x) transfer Party A's rights and obligations under this Agreement and all Confirmations related hereto to another party (such eventparty whose long term debt is being rated at least "A1" (and not on watch for possible downgrade) by Moody's (as defined below) or rated at least "A+" by S&P (as defined below)), subject to Rating Agency confirmation, and at the cost of Party A, or (y) post Eligible Collateral on a mark-to-market basis to secure Party B's exposure, if any, to Party X, xnd such Eligible Collateral shall be provided in accordance with an ISDA Credit Support Annex to be entered into between Party A and Party B in the form attached hereto as Exhibit A, which will be attached hereto and made a part hereof within 10 Local Business Days of Party A's election to post Eligible Collateral. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to Rating Agency confirmation. Party A's obligations to find an eligible transferee or to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect to Party A. For the purpose of this Part 1(k), a "COLLATERALIZATION EVENT") that Ratings Event" shall occur with respect to Party A if the long-term senior unsecured debt rating and the short-term obligations deposit ratings of Party AA cease to be at least "A3" by Moody's guarantor (orInvestors Service, if there is no guarantor, Party A) is reduced below A and A-1 by S&PInc., or A1 and P-1 any successox xxxxxxx ("Moxxx'x") or at least "A-" by Moody'sStandard & Poor's Ratings Services, respectivelya division of The McGraw Hill Companies, Inc., or any successor thereto ("S&P"), to the extent such obligations are rated by S&P and Moody's (such ratings thresholds, the "APPROVED RATINGS THRESHOLDS "), then within 30 days after such rating downgrade, Party A, at its own expense and subject to the Rating Agency Condition, shall either (i) cause another entity to replace or S&P. The failure by Party A as party to this Agreement that meets either post Eligible Collateral or exceeds the Approved Rating Thresholds on terms substantially similar transfer its rights and obligations to this Agreement, or (ii) deliver collateral an eligible transferee in the form of cash or U.S. treasury obligations equal to the amount required pursuant to the then-current published criteria of the applicable Rating Agency (or, if there is no such criteria, accordance herewith shall constitute an amount equal to Party B's "Exposure" (as such term is defined in the CSA) of the Transaction) pursuant to the form of the 1994 ISDA Credit Support Annex (New York law) (the "CSA") the terms of Additional Termination Event for which are hereby incorporated by reference herein, or (iii) obtain a guaranty in a form reasonably acceptable to S&P and Moody's, as applicable, of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor Party A's obligation under this Agreement, or (iv) take such other action as Party A may agree in writing with S&P and Moody's,. For purposes of this provision, "Rating Agency Condition" means, with respect to any particular proposed act or omission to act hereunder that shall be the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificatessole Affected Party.

Downgrade of Party A. If a Ratings Event (ias defined below) In the event (any such event, a "COLLATERALIZATION EVENT") that the long-term senior unsecured debt rating shall occur and the short-term obligations ratings of Party A's guarantor (or, if there is no guarantor, Party A) is reduced below A and A-1 by S&P, or A1 and P-1 by Moody's, respectively, be continuing with respect to the extent such obligations are rated by S&P and Moody's (such ratings thresholds, the "APPROVED RATINGS THRESHOLDS "), then within 30 days after such rating downgrade, Party A, at its own expense then Party A shall (A) within 5 Business Days of such Ratings Event, give notice to Party B of the occurrence of such Ratings Event, and subject to (B) within 30 Calendar Days after the Rating Agency Conditionoccurrence of a Ratings Event, shall either (i) cause use reasonable efforts to transfer (at its own cost) Party A's rights and obligations hereunder to another entity party, subject to replace Party A satisfaction of the Rating Agency Condition (as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreementdefined below), or (ii) deliver collateral post Eligible Collateral in accordance with the form of cash or U.S. treasury obligations equal to the amount required pursuant to the then-current published criteria of the applicable Rating Agency (or, if there is no such criteria, an amount equal to Party B's "Exposure" (as such term is defined in the CSA) of the Transaction) pursuant to the form of the 1994 ISDA Credit Support Annex (New York law) (the "CSA") the terms of which are hereby incorporated by reference herein, attached hereto and made a part hereof or (iii) obtain a guaranty in a form reasonably acceptable to S&P and Moody's, as applicable, of, or a contingent agreement of, another person with which satisfies the Approved Rating Thresholds to honor Agency Condition. Party A's obligation obligations to find a transferee, to post Eligible Collateral under this Agreementsuch Credit Support Annex or obtain a guarantor shall remain in effect only for so long as a Ratings Event is continuing with respect to Party A. For the purpose hereof, a "Ratings Event" shall occur in that event that (1) Party A's short-term unsecured and unsubordinated debt rating is reduced below "A-1" by Standard & Poor's Ratings Service ("S&P") (or if its short-term rating is not available by S&P, in the event that its long-term unsecured and unsubordinated debt rating is reduced below "A+" by S&P) or (iv2) take such other action as its short-term unsecured and unsubordinated debt rating is reduced below "F1" by Fitch, Inc. ("Fitch") (or, if its short-term rating is not available by Fitch, its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A" by Fitch or (iii) if Party A may agree in writing fails to satisfy the Moody's Downgrade provisions set forth xx Xxxxion 9(ii) hereof. If a Ratings Withdrawal (as defined below) shall occur and be continuing with S&P respect to Party A, then Party A shall within 2 Business Days of such Ratings Withdrawal, (A) give notice to Party B of the occurrence of such Ratings Withdrawal, and Moody's,. For purposes (B) (i) transfer (at its own cost) Party A's rights and obligations hereunder to another party, subject to satisfaction of this provisionthe Rating Agency Condition or (ii) obtain a guaranty of its obligations hereunder from another party, "subject to the satisfaction of the Rating Agency Condition" means, and such guaranty shall remain in effect only for so long as a Ratings Withdrawal is continuing with respect to any particular proposed act Party A. For the purpose hereof, a "Ratings Withdrawal" shall occur with respect to Party A if the long-term and short-term senior unsecured deposit ratings of Party A are withdrawn by S&P or omission cease to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates be at least BBB- and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates.A-3 by S&P.